Phibro Animal Health Corporation filed a definitive proxy describing items for its 2025 Annual Meeting, including the election of three Class III directors to serve until the 2028 annual meeting, an advisory vote to approve named executive officer compensation and a separate advisory vote on the frequency of such votes, and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.
The filing discloses strong fiscal year results: net sales of $1,296.2 million (up 27%), net income of $48.3 million (increase of $45.8 million), diluted EPS of $1.19 (up $1.13), adjusted EBITDA of $183.7 million (up 65%), and adjusted net income of $84.9 million (up 76%, adjusted diluted EPS $2.09).
Compensation disclosures show the CEO’s annual total compensation of $5,284,122, median employee pay of $55,854, and a CEO-to-median pay ratio of 95:1. Multiple Bendheim family members serve as officers/directors; certain NEO pension and retirement arrangements are detailed.
Jack Bendheim and BFI Co., LLC reported insider sales of Phibro Animal Health Corporation (PAHC) Class A common stock executed under a Rule 10b5-1 trading plan adopted May 30, 2025. Between 09/09/2025 and 09/11/2025 the reporting persons sold a total of 16,840 shares in multiple transactions: 14,080 shares on 09/09/2025 at a weighted average price of $40.3296, 3,520 shares on 09/10/2025 at a weighted average price of $41.2885, and 3,520 shares on 09/11/2025 at a weighted average price of $40.948. The filings show beneficial ownership held indirectly by BFI with Bendheim exercising voting and dispositive power; Bendheim disclaims beneficial ownership except for his pecuniary interest. Forms were signed by an attorney-in-fact on 09/11/2025.
Form 144 notice for Phibro Animal Health Corporation (PAHC) indicating a proposed sale of 281,600 shares of Class A common stock through Goldman Sachs & Co. LLC on 09/04/2025. The filing lists an aggregate market value of $11,002,112 against 20,367,574 shares outstanding, and shows the securities were originally acquired on 04/14/2014 in a private placement from the issuer, with the consideration described as an exchange of securities. The filer reports no securities sold in the past three months and includes the standard representation that the selling person is not aware of undisclosed material adverse information.
Phibro Animal Health Corporation filed a Form 8-K stating that on August 27, 2025 it issued a press release with its operating results for the fourth quarter and fiscal year ended June 30, 2025, along with financial guidance for the fiscal year ending June 30, 2026. The press release is furnished as Exhibit 99.1. The company notes that this information is being furnished, not filed, under the Securities Exchange Act of 1934, so it is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.
Phibro Animal Health Corporation (PAHC) reports operations focused on animal health, including antibacterials, anticoccidials, nutritional specialties and vaccines, and discloses material risks, strategy and financial structure. The company highlights product families (e.g., Mecadox, Stafac, Bovatec, Terramycin) and vaccine platforms, expansion of vaccine production in Sligo, Ireland and a new facility in Guarulhos, Brazil, and ongoing microbial and bioproduct development. It identifies regulatory and market risks related to antimicrobial use classifications, potential restrictions under FDA guidance (including Guidance 273 and GFI 152), and reputational and demand impacts from consumer and regulatory actions. The company describes its 2024 Credit Facilities (term loans and a $310,000 revolving commitment) and existing indebtedness, interest rate hedges fixing portions of floating-rate debt, and availability under the revolver. Governance and capital structure details include Class A and Class B share counts and voting structures, dividend per share of $0.12 payable September 24, 2025, equity incentive plan metrics and RSU vesting conditions tied to 90-day average stock price thresholds. Audited financials by PwC are noted.
Phibro Animal Health Corporation (PAHC) filed a Form 144 reporting a proposed sale of 264,000 shares of Class A Common Stock through Goldman Sachs & Co. LLC with an approximate aggregate market value of $8,250,000. The filing lists 20,367,574 shares outstanding and an approximate sale date of 08/19/2025 on NASD. The shares were acquired on 04/14/2014 in a private placement from Phibro Animal Health Corporation, and the consideration is reported as an exchange of securities. The filer states there were no securities sold by the selling person in the past three months and includes the standard signature representation that the person does not possess undisclosed material adverse information.
Phibro Animal Health Corporation (PAHC) reporting person Larry Lee Miller, Chief Operating Officer, was granted 5,184 restricted stock units (RSUs) on 08/15/2025. After the grant, Mr. Miller beneficially owns 35,184 shares of Class A Common Stock. The RSUs are contingent rights to receive one share per RSU and vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to his continued employment through each vesting date. The Form 4 was signed by an attorney-in-fact on 08/19/2025. The filing discloses a routine equity award to an executive with time-based vesting; no option exercises, sales, or derivative transactions are reported.
Judith Weinstein, Senior Vice President, General Counsel and Corporate Secretary of Phibro Animal Health Corp (PAHC), was granted 3,447 restricted stock units (RSUs) on 08/15/2025. Each RSU represents a contingent right to receive one share of Class A common stock and the reported ownership following the grant is 3,447 shares (direct). The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to continued employment through each vesting date. The Form 4 was signed and dated 08/19/2025.
David Glenn, Chief Financial Officer of Phibro Animal Health Corporation (PAHC), received a grant of restricted stock units (RSUs). The Form 4 reports an acquisition dated 08/15/2025 of 4,845 RSUs at a $0 price, bringing his total beneficial ownership to 34,845 shares of Class A Common Stock. The RSUs each represent a contingent right to one share and vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to continued employment. The filing was signed by an attorney-in-fact on 08/19/2025. The disclosure reflects a routine executive equity award with time-based vesting.
Jonathan Bendheim, a director of Phibro Animal Health Corp (PAHC), reported acquiring 3,268 restricted stock units (RSUs) on 08/15/2025. These RSUs are contingent rights to receive one share of Class A common stock each and were reported as acquired at a $0 price. Following the reported transaction, Mr. Bendheim beneficially owns 3,268 shares (direct). The RSUs vest in substantially equal installments on each of the first three anniversaries of August 1, 2025, subject to his continued employment through each vesting date. The Form 4 was signed by an attorney-in-fact on 08/19/2025.